Proposed Placing and Offer for Subscription

RNS Number : 7470E

Gresham House Energy Storage Fund

10 November 2020

 

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO U.S. PERSONS OR IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR THEIR RESPECTIVE TERRITORIES OR POSSESSIONS, OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO ISSUE OR SELL, OR ANY SOLICITATION OF ANY OFFER TO SUBSCRIBE OR PURCHASE, ANY INVESTMENTS IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION .

10 November 2020

Gresham House Energy Storage Fund PLC

("GRID" or the "Company")

Proposed Placing and Offer for Subscription  

Gresham House Energy Storage Fund PLC, the UK's largest fund investing in utility-scale energy storage systems, today announces a new share issuance programme to be conducted over the next 12 months through a number of tranches (the "Share Issuance Programme"), with the initial placing ("Initial Placing") and the initial offer for subscription ("Initial Offer for Subscription") launching today (together the "Initial Tranche"). The prospectus relating to the Share Issuance Programme ("Prospectus") is expected to be published shortly.

The Company intends to build on its leading market share and significantly increase the size of its Portfolio over the coming 12 to 18 months to take advantage of the clear and compelling market opportunity for energy storage system projects ( "ESS Projects " ).

Under the Share Issuance Programme, the Company may issue  up to a maximum of 250 million new ordinary shares over the next 12 months. The net proceeds from the Initial Tranche are expected  to be used to finance near term opportunities in the Company's New Pipeline (as defined in the Prospectus).

Highlights:

· The New Pipeline comprises up to c.485MW of ESS Projects currently being progressed by the Manager, addressing the need for energy storage systems as renewable electricity penetration continues to rise.

· The New Pipeline represents 10 projects with a total expected consideration of approximately £200 million, of which the net proceeds of the Initial Tranche are intended to be used to finance up to 5 new near term acquisitions totalling c.195MW.

· The Company will issue new ordinary shares (the "New Ordinary Shares" ) by way of the Initial Placing and Initial Offer for Subscription at an issue price of 105.0 pence per New Ordinary Share (the " Issue Price ").

· The Issue Price represents a discount of approximately 4.5% to the closing share price of 110.0 pence on 9 November 2020 and a premium of approximately 4.2% to the last reported NAV of 100.77 pence as at 30 September 2020.

· The Company has a dividend target of 7.0 pence per Ordinary Share for the financial year to 31 December 2020, paid quarterly, which represents a dividend yield of 6.7% at the Issue Price.*

· Investors in the Initial Tranche will be entitled to receive the next quarterly dividend for the three-month period to 31 December 2020, which is expected to be declared in February 2021.

John Leggate CBE, Chair of Gresham House Energy Storage Fund PLC said:

" Over the last few years we've seen real growth in the quantum of deal flow and new developments within the energy storage market and in batteries specifically. The drivers behind this growth are now increasingly obvious and we believe we are getting closer to a tipping point where battery-based storage is becoming a strategic imperative in the UK's journey towards delivering a net zero carbon future. GRID is taking advantage of its strong deal flow and organisational capabilities to cement its leadership position in this sector ."

Ben Guest, Lead Fund Manager and Head of Gresham House New Energy, commented:

"We are excited to have assembled such a substantial and attractive New Pipeline which we are confident will be delivered in a timely fashion.  We are driving down the cost of acquisition significantly, which is expected to meaningfully increase cashflow and NAV per share.

We continue to believe that the system will require around 10GW of installed energy storage capacity by 2024.  Beyond this date strong growth in electricity demand from the electrification of our economy, as we move away from fossil fuels, will require much higher levels of energy storage and renewable energy capacity.

Owing to our extensive experience building and commissioning battery storage, GRID is in a strong position to benefit from the expected increasing pace of development. This will drive higher returns for investors, to underpin our return targets."

Background to the Issue 

Gresham House Energy Storage Fund PLC is the UK's largest fund investing in utility-scale energy storage systems.

The Company seeks to provide investors with an attractive and sustainable dividend over the long term by investing in a diversified portfolio of utility-scale operational energy storage systems, which utilise batteries and may also utilise generators, located in Great Britain, Northern Ireland and the Republic of Ireland. In addition, the Company seeks to provide investors with the prospect of capital growth through the re-investment of net cash generated in excess of the target dividend in accordance with the Company's investment policy.

The Company will target dividend payments of 7.0p per Ordinary Share in the financial year ending 31 December 2020 and in financial periods thereafter. The Company targets an unlevered Net Asset Value total return of 8% per annum, calculated net of the Company's costs and expenses. Once certain further asset management activities are completed and leverage is introduced to the Portfolio, the Company targets a levered Net Asset Value total return of 15% per annum, calculated net of the Company's costs and expenses.*

Use of Proceeds

The New Pipeline, which the Company intends to fund, will either be exclusive to the Company, owned by the Gresham House Group, or exclusive to the Gresham House Group while due diligence is completed. Any ESS Project Companies owned by the Gresham House Group are held exclusively for the Company.

The Company will seek to acquire up to an additional c.485MW of ESS Projects currently being progressed by the Manager, comprising approximately 400MW of new build ESS Projects based in Great Britain (subject to shareholder approval being granted at the November General Meeting), 45MW of operational ESS Projects in Great Britain and a single approximately 40MW project in the Republic of Ireland.

The New Pipeline represents 10 projects with a total expected consideration of approximately £200 million, of which the net proceeds of the Initial Tranche are intended to be used to finance up to 5 new near term acquisitions totalling c.195MW. In addition, a small proportion of the net proceeds will also be used to fund commitments on certain existing projects.

As a result of the Manager's ability to source attractively priced projects and efforts to drive best practice in relation to the design, contracting and other operational facets, the Manager expects, based on current market conditions, that the New Pipeline can be acquired by the Company at an improved IRR compared with the average achieved in relation to the existing Portfolio.

The acquisition of ESS Projects forming part of the New Pipeline is subject to completion of satisfactory legal, technical and financial due diligence. There can be no guarantee that the Company will invest in, or commit to, these projects.

If the funds are raised for the New Pipeline and all projects, including the existing projects, are delivered, the Company will own approximately 865MW of operational ESS Projects, with all but one of the projects being in Great Britain.

Details of the New Pipeline are as follows:

 

Project Name	Location	Capacity (MW)	Target Commissioning Date, if New-build / Target Acquisition Date, if Operational**
Project N	Nr. Chelmsford	10	Operational, Q1 2021
Project T	Newcastle	35	Operational, Q1 2021
Project G	Northampton	50	Q2 2021
Project E	Leicester	50	Q2 2021
Project P	Preston	50	Q2 2021
Project Emerald	Republic of Ireland	c.40	Operational, Q4 2021
Project D	Manchester	50	Q1 2022
Project M	Swindon	100	Q1 2022
Monet's Garden	North Yorkshire	50	Q1 2022
Lister Drive	Merseyside	50	Q1 2022
Total		c.485

Share Issuance Programme

The Company proposes to implement a Share Issuance Programme (being a programme of issues of Shares in the form of Ordinary Shares and/or C Shares), of which the Initial Tranche forms part. The Company proposes to issue up to 250 million New Shares pursuant to the Share Issuance Programme, including for the avoidance of doubt any New Ordinary Shares issued as part of the Initial Tranche. The Share Issuance Programme is conditional on the relevant authorities being granted at the November General Meeting to be held on 19 November 2020.

The Share Issuance Programme is being created to provide the Company with the flexibility, should it wish, to raise further capital over the 12 months from the date of publication of the Prospectus which it may use to either deploy into new investment opportunities in accordance with its investment policy (including the New Pipeline) or repay debt. The issue of New Shares under the Share Issuance Programme is not being underwritten.

Benefits of the Initial Tranche and the Share Issuance Programme

The Directors believe the issuance of New Shares will have the following benefits for Shareholders:

· The additional capital raised will enable the Company to take advantage of current and future investment opportunities thereby further diversifying its Portfolio;

· Acquiring ESS Projects forming the New Pipeline is accretive to the Company's cashflow per share based on base case revenue assumptions;

· An increase in the market capitalisation of the Company will help to make the Company more attractive to a wider investor base;

· It is expected that the secondary market liquidity in the Ordinary Shares will be further enhanced as a result of a larger and more diversified shareholder base;

· The Company's fixed running costs will be spread across a wider shareholder base, thereby reducing the ongoing costs ratio; and

· Any issuance of New Ordinary Shares will be undertaken at a premium to NAV which will enhance the NAV per existing Ordinary Share.

Further information

Jefferies International Limited ("Jefferies") is acting as sole global coordinator, bookrunner and financial adviser to the Company in connection with the Initial Tranche and the Share Issuance Programme. Jefferies will today commence a bookbuild process in respect of the Initial Tranche at the Issue Price. The Initial Tranche will be non-pre-emptive pursuant to the terms set out in the Prospectus and is expected to close no later than 11 a.m. on 24 November 2020 but may be closed earlier or later at the absolute discretion of Jefferies and the Company. Details of the number of Ordinary Shares to be issued pursuant to the Initial Tranche will be determined by the Board (following consultation with Jefferies and the Manager) and will be announced as soon as practicable after the close of the Initial Tranche.

Application will be made for the New Ordinary Shares to be admitted to  trading on the Specialist Fund Segment of the London Stock Exchange's main market ("Admission"). Admission is expected to occur and dealings in the New Ordinary Shares to commence at 8.00 a.m. on 27 November 2020. The Initial Tranche is conditional on the requisite shareholder resolutions being passed at the November General Meeting and on Admission. 

The New Ordinary Shares issued pursuant to the Initial Tranche will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission. For the avoidance of doubt, investors participating in the Initial Tranche will be entitled to receive the next quarterly dividend declared by the Company relating to the quarter ending 31 December 2020 which is expected to be declared in February 2021. 

The Initial Tranche may be scaled back by the Company for any reason, including where it is necessary to scale back allocations to ensure the Initial Tranche proceeds align with the Company's post fundraise deployment targets. The Initial Placing may be scaled back in order to satisfy valid applications under the Offer for Subscription, and the Offer for Subscription may be scaled back in favour of the Initial Placing.

The Offer for Subscription is only being made in the UK, but subject to applicable law, the Company may allot and issue New Ordinary Shares on a private placement basis to applicants in other jurisdictions. 

By choosing to participate in the Initial Tranche and by making an oral and legally binding offer to subscribe for New Ordinary Shares, investors will be deemed to have read and understood this Announcement and the Prospectus in their entirety and to be making such offer on the terms and subject to the conditions in the Prospectus, and to be providing the representations, warranties and acknowledgements contained therein. 

A copy of the Prospectus, when published, will be submitted to the National Storage Mechanism and will shortly thereafter be available for inspection at: www.morningstar.co.uk/uk/nsm as well as on the Company's website at www.newenergy.greshamhouse.com/products/esf. Full details of the Terms and Conditions of the Initial Placing and the Offer for Subscription will be made available in the Prospectus.

Expected timetable

Initial Tranche
Initial Offer for Subscription opens	10 November 2020
Initial Placing opens	10 November 2020
Initial Offer for Subscription closes	11.00 a.m. on 24 November 2020
Initial Placing closes	11.00 a.m. on 24 November 2020
Announcement of the results of the Initial Tranche	8.00 a.m. on 25 November 2020
Initial Admission and crediting of CREST accounts in respect of the Initial Tranche	8.00 a.m. on 27 November 2020
Despatch of share certificates to certificated applicants under the Initial Offer for Subscription if applicable	by 4 December 2020
Further Tranches pursuant to the Share Issuance Programme
Admission and crediting of CREST accounts in respect of subsequent Tranches	8.00 a.m. on the Business Day on which the Shares are issued
Share Issuance Programme closes	9 November 2021
Other key dates
General Meeting	10.00 a.m. on 19 November 2020
Announcement of the results of the General Meeting	19 November 2020

The dates and times specified above are subject to change. In particular, the Directors may (with the prior approval of Jefferies) bring forward or postpone the closing time and date for the Initial Tranche. In the event that a date or time is changed, the Company will notify persons who have applied for Ordinary Shares by post, by electronic mail or by the publication of a notice through a Regulatory Information Service.

References to all times are to London times unless otherwise stated.

Dealing codes

Ticker	GRID
ISIN for the Ordinary Shares	GB00BFX3K770
SEDOL for the Ordinary Shares	BFX3K77
Legal Entity Identifier (LEI)	213800MSJXKH25C23D82

Unless otherwise defined, capitalised terms used in this announcement shall have the same meaning as set out in the Prospectus to be published on or around 10 November 2020. The information contained in this announcement may constitute inside information. The person responsible for the release of this announcement on behalf of the Company is JTC (UK) Limited.

For Further Information

Gresham House New Energy Ben Guest Rupert Robinson	[phone]
Jefferies International Limited Stuart Klein Gaudi Le Roux Neil Winward	[phone]
KL Communications Charles Gorman Camilla Esmund Alex Hogan	[e-mail] [phone]

^*   This is a target only and is based on current market conditions as at the date of this Announcement and is not a profit forecast. There can be no assurance that this target will be met or that the Company will make any distributions at all. This target should not be taken as an indication of the Company's expected or actual current or future results. The Company's actual return will depend upon a number of factors, including but not limited to the amount raised pursuant to the Share Issuance Programme, the Company's net income and the Company's ongoing charges figure. Accordingly, investors should not place any reliance on these targets in deciding whether to invest in New Shares or assume that the Company will make any distributions at all. Potential investors should decide for themselves whether or not the return is reasonable or achievable in deciding whether to invest in the Company.

** Commissioning dates are indicative only and are based on available data from ongoing due diligence.

About the Company and the Manager:

Gresham House Energy Storage Fund PLC owns a portfolio of utility-scale operational energy storage systems (known as ESS) located in Great Britain. The current portfolio has a total capacity of 265MW. The Company is managed by Gresham House Asset Management Limited under the leadership of Ben Guest. The Company was admitted to trading on the London Stock Exchange (Specialist Fund Segment) on 13 November 2018 (the "IPO") having raised £100 million of gross proceeds from investors. Since IPO the Company has raised a total of approximately £238 million of gross proceeds from investors.

The Gresham House New Energy team has a proven track record in developing and operating energy storage and other renewable assets having developed 124MW of Energy Storage Systems and approximately 290MW of predominantly ground-mounted solar projects. Gresham House Asset Management currently manages 207MW of solar and wind energy projects.

Gresham House Asset Management is the FCA authorised operating business of Gresham House plc, a London Stock Exchange quoted specialist alternative asset manager. Gresham House is committed to operating responsibly and sustainably, taking the long view in delivering sustainable investment solutions.

www.greshamhouse.com

Definition of Utility-scale battery Storage Systems

Utility-scale battery storage systems are the enabling infrastructure that will support the continued growth of renewable energy sources such as wind and solar, essential to the UK's stated target to reduce carbon emissions. They store excess energy generated by renewable energy sources and then release that stored energy back into the grid during peak hours when there is increased demand.

LEI number: 213800MSJXKH25C23D82

DISCLAIMERS

This announcement which has been prepared by, and is the sole responsibility of, the Directors of the Company has been approved for the purposes of section 21 of the Financial Services and Markets Act 2000 by Gresham House Asset Management Limited, which is authorised and regulated by the Financial Conduct Authority.

This announcement has been prepared for information purposes only.

This announcement is an advertisement and does not constitute a prospectus relating to the Company and does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to subscribe for, any shares in the Company in any jurisdiction nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract therefor. Copies of the prospectus will be available from www.newenergy.greshamhouse.com/products/esf .  

This announcement is not an offer to sell or a solicitation of any offer to buy New Shares in the United States, Australia, Canada, the Republic of South Africa, Japan, or any Member State of the European Economic Area (other than Ireland and Sweden), or any of their respective territories or possessions, or in any other jurisdiction where such offer or sale would be unlawful. No action has been taken by the Company or Jefferies that would permit an offering of any shares in the capital of the Company or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and Jefferies to inform themselves about, and to observe, such restrictions.

This communication is not for publication or distribution, directly or indirectly, in or into the United States of America. This communication is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered, sold, resold, transferred or delivered directly or indirectly in the United States, or to, or for the account or benefit of, U.S. Persons, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

The Company has not been and will not be registered under the US Investment Company Act of 1940 (the "Investment Company Act") and, as such, holders of the Ordinary Shares will not be entitled to the benefits of the Investment Company Act. No offer, sale, resale, pledge, delivery, distribution or transfer of the Ordinary Shares may be made except under circumstances that will not result in the Company being required to register as an investment company under the Investment Company Act. 

The merits or suitability of any securities must be independently determined by the recipient on the basis of its own investigation and evaluation of the Company. Any such determination should involve, among other things, an assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the securities.

This announcement may not be used in making any investment decision in isolation. This announcement on its own does not contain sufficient information to support an investment decision and investors should ensure that they obtain all available relevant information before making any investment. This announcement does not constitute or form part of and may not be construed as an offer to sell, or an invitation to purchase or otherwise acquire, investments of any description, nor as a recommendation regarding the possible offering or the provision of investment advice by any party. No information in this announcement should be construed as providing financial, investment or other professional advice and each prospective investor should consult its own legal, business, tax and other advisers in evaluating the investment opportunity. No reliance may be placed for any purposes whatsoever on this announcement or its completeness.

The information and opinions contained in this announcement are provided as at the date of the announcement and are subject to change without notice and no representation or warranty, express or implied, is or will be made in relation to the accuracy or completeness of the information contained herein and no responsibility, obligation or liability or duty (whether direct or indirect, in contract, tort or otherwise) is or will be accepted by the Company, the Manager, Jefferies or any of their affiliates or by any of their respective officers, employees or agents to update or revise publicly any of the statements contained herein. No reliance may be placed for any purpose whatsoever on the information or opinions contained in this announcement or on its completeness, accuracy or fairness. The document has not been approved by any competent regulatory or supervisory authority.

Potential investors should be aware that any investment in Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment. Results can be positively or negatively affected by market conditions beyond the control of the Company or any other person. Any data on past performance contained herein is no indication as to future performance and there can be no assurance that any targeted or projected returns will be achieved or that the Company will be able to implement its investment strategy or achieve its investment objectives. Any target returns published by the Company are targets only. There is no guarantee that any such returns can be achieved or can be continued if achieved, nor that the Company will make any distributions whatsoever. There may be other additional risks, uncertainties and factors that could cause the returns generated by the Company to be materially lower than the target returns of the Company.

The information in this announcement may include forward-looking statements, which are based on the current expectations, intentions and projections about future events and trends or other matters that are not historical facts and in certain cases can be identified by the use of terms such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", "continue", "target", "believe" (or the negatives thereof) or other variations thereof or comparable terminology. These forward-looking statements, as well as those included in any related materials, are not guarantees of future performance and are subject to known and unknown risks, uncertainties, assumptions about the Company and other factors, including, among other things, the development of its business, trends in its operating industry, and future capital expenditures and acquisitions. In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur and actual results may differ materially from those expressed or implied by such forward looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. 

Jefferies International Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting only for the Company in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Jefferies or advice to any other person in relation to the matters contained herein. Neither Jefferies nor any of its directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for this announcement, its contents or otherwise in connection with it or any other information relating to the Company, whether written, oral or in a visual or electronic format.

Each of the Company, the Manager, Jefferies and their affiliates and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this announcement and any errors therein or omissions therefrom.

No representation or warranty is given to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any. Any views contained herein are based on financial, economic, market and other conditions prevailing as at the date of this announcement. The information contained in this announcement will not be updated.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution to retail investors through advised sales only and to professional clients and eligible counterparties through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Initial Tranche and the Share Issuance Programme.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Ordinary Shares and determining appropriate distribution channels.

PRIIPS (as defined below)

ln accordance with the Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products ("PRIIPs") and its implementing and delegated acts (the "PRIIPs Regulation"), the Gresham House Asset Management Limited has prepared a key information document (the "KID") in respect of the New Ordinary Shares. The KID is made available to "retail investors" prior to them making an investment decision in respect of the New Ordinary Shares at www.newenergy.greshamhouse.com/products/esf.

If you are distributing New Ordinary Shares, it is your responsibility to ensure that the KID is provided to any clients that are "retail clients".

Gresham House Asset Management Limited is the only manufacturer of the ordinary shares for the purposes of the PRIIPs Regulation and none of Jefferies or the Company are manufacturers for these purposes. None of Jefferies or the Company makes any representations, express or implied, or accepts any responsibility whatsoever for the contents of the KID prepared by Gresham House Asset Management Limited nor accepts any responsibility to update the contents of the KID in accordance with the PRIIPs Regulation, to undertake any review processes in relation thereto or to provide the KID to future distributors of New Ordinary Shares. Each of Jefferies and the Company and their respective affiliates accordingly disclaim all and any liability whether arising in tort or contract or otherwise which it or they might have in respect of the key information documents prepared by Gresham House Asset Management Limited. Investors should note that the procedure for calculating the risks, costs and potential returns in the KID are prescribed by laws. The figures in the KID may not reflect actual returns for the Company and anticipated performance returns cannot be guaranteed.

 

END

 

 

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